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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
BROADWAY & SEYMOUR, INC.
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(Name of issuer)
COMMON STOCK, par value $.01 per share
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(Title of class of securities)
111433108
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(CUSIP number)
Frederick S. Downs, Jr.
Vice President
Par Capital Management, Inc.
One Financial Center, Suite 1600
(617) 526-8990
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(Name, address and telephone number of person authorized to receive notices
and communications)
July 6, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |X|.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 12 Pages)
--------------------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 111433108 Page 2 of 12 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PAR Investment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,220,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,220,300
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,300 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 111433108 Page 3 of 12 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PAR Group, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,220,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,220,300
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,300 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON *
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 111433108 Page 4 of 12 Pages
- ----------------------------------------- ---------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
PAR Capital Management, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,220,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,220,300
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,220,300 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.01
("Common Stock"), of Broadway & Seymour, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 128 South Tryon Street,
Charlotte, NC 28202.
ITEM 2. IDENTITY AND BACKGROUND.
(a), (b) and (c). The persons filing this Statement are PAR
Investment Partners, L.P., ("PIP"), PAR Group, L.P. ("PAR Group") and PAR
Capital Management, Inc. ("PAR Capital").
PIP is a Delaware limited partnership. Its principal business
is that of a private investment partnership engaging in the purchase and sale of
securities for its own account and its address is Suite 1600, One Financial
Center, Boston, MA 02111.
The sole general partner of PIP is PAR Group, a Delaware
limited partnership. The principal business of PAR Group is that of a private
investment partnership engaging in the purchase and sale of securities for its
own account and its address is Suite 1600, One Financial Center, Boston, MA
02111.
The sole general partner of PAR Group, is PAR Capital, a
Delaware S corporation. The principal business of PAR Capital is to act as the
general partner of PAR Group. Its offices are located at Suite 1600, One
Financial Center, Boston, MA 02111.
Paul A. Reeder, III is the President and sole director of PAR
Capital. He may be deemed to be a controlling shareholder of PAR Capital.
Frederick S. Downs, Jr. is a vice president of PAR Capital. He may be deemed to
be a controlling shareholder of PAR Capital. Arthur G. Epker, III is a vice
president of PAR Capital. He may be deemed to be a controlling shareholder of
PAR Capital. The business address of Paul A. Reeder, III, Frederick S. Downs,
Jr. and Arthur G. Epker, III is Suite 1600, One Financial Center, Boston, MA
02111.
(d) and (e). During the last five years PIP, PAR Group, and
PAR Capital have not (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which they were or are subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to
such laws.
During the last five years Paul A. Reeder, III, Frederick S.
Downs, Jr. and Arthur G. Epker, III have not (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they were or are subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
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activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) Paul A. Reeder, III, Frederick S. Downs, Jr. and Arthur G.
Epker, III are all citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Between July 25, 1997 and June 24, 1998 PIP purchased
1,220,300 shares of Common Stock of the Issuer in open market transactions. The
sole source of the funds used in making purchases of the Common Stock was the
PIP cash account. No part of the purchase price is represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
holding, trading or voting the Common Stock. No source of the funds is a loan
made in the ordinary course of business by a bank, as defined in Section 3(a)(6)
of the Act. The amount of funds used in making the purchases is set forth in
Item 5.
ITEM 4. PURPOSE OF TRANSACTION.
PIP acquired the shares of Common Stock in the ordinary course
of business for investment purposes. On May 18, 1998, PIP, PAR Group and PAR
Capital (collectively, the "Reporting Person") filed a Schedule 13G pursuant to
Rule 13d-1(c). This Schedule 13D is being filed pursuant to Rule 13d-1(e)(i). On
July 6, 1998, the Reporting Person sent a letter to the Issuer describing its
views regarding the management of the Issuer. A copy of the letter is attached
hereto as Exhibit 7(b). The Reporting Person has not made any decision as to its
intended course of action with respect to its ownership interest in the Issuer.
In reaching any decision as to its course of action (as well as to the specific
elements thereof), the Reporting Person expects to take into consideration a
variety of factors including, but not limited to, the Issuer's business and
prospects, other developments concerning the Issuer and the Issuer's industries
generally, other business opportunities available to the Reporting Person and
other developments with respect to the business of the Reporting Person, general
economic conditions and monetary and stock market conditions, including the
market price of the Common Stock. In such event, the Reporting Person would
likely consider the feasibility and advisability of various alternative courses
of action, and the Reporting Person reserves the right, (i) to hold its shares
of Common Stock as a passive investor or as an active investor (whether or not
as a member of a "group" with other beneficial owners of the Common Stock or
otherwise), (ii) to form a "group" with other beneficial owners of Common Stock,
(iii) to acquire beneficial ownership of additional shares of Common Stock in
the open market, in privately negotiated transactions or otherwise, (iv) to
dispose of all or part of its holdings of Common Stock, (v) to take other
actions which could involve one or more of the types of transactions or have one
or more of the results described in the next paragraph of this Item 4, or (vi)
to change its intention with respect to any or all of the matters referred to in
this Item 4.
Other than as described above, neither the Reporting Person
nor, to the best of its knowledge, any of its executive officers, directors or
controlling persons, has any present plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving
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the Issuer or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or terms of directors or to fill any existing
vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a class of
securities of the Issuer to be deleted from a national securities exchange or to
cease to be authorized to be quoted in any inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this statement, PIP beneficially owns
and PAR Group and PAR Capital may be deemed to beneficially own 1,220,300 shares
of the Common Stock of the Issuer, representing approximately 13.2% of the
number of shares of Common Stock of the Issuer currently outstanding. The number
of shares of Common Stock of the Issuer believed to be outstanding as of April
30, 1998, as reported in the Form 10-Q of the Issuer for the quarterly period
ending March 31, 1998 (which is the most recently available filing by the Issuer
with the Commission) is 9,228,623. The total amount of funds used in purchasing
the 1,220,300 shares of Common Stock was $10,760,262.20.
To the best knowledge of PIP, PAR Group and PAR Capital, none
of PIP, PAR Group or PAR Capital, nor any officer or director of PIP, PAR Group
or PAR Capital beneficially owns any other shares of Common Stock of the Issuer.
(b) PIP, PAR Group and PAR Capital have sole voting and
dispositive power with respect to the 1,220,300 shares of Common Stock of the
Issuer.
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(c) To the best knowledge of PIP, PAR Group and PAR Capital,
none of PIP, PAR Group and PAR Capital, nor any officer or director of PAR
Capital has effected any transactions in the Common Stock of the Issuer during
the past 60 days, other than as set forth below:
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Price
Date Purchased (1) Per Share
---- ------------- ---------
<S> <C> <C> <C>
05/06/98 4,000 6.425
05/07/98 3,400 6.425
05/08/98 33,400 6.743
05/12/98 10,000 7.050
05/12/98 25,000 7.063
05/13/98 8,400 6.907
05/13/98 18,000 6.927
05/14/98 7,000 6.875
05/15/98 7,000 6.875
05/19/98 16,000 6.644
05/20/98 20,000 6.250
05/20/98 15,000 6.250
05/20/98 10,000 6.425
05/21/98 2,000 6.238
05/21/98 40,000 6.250
05/22/98 20,000 6.125
05/26/98 105,000 6.125
05/28/98 5,000 5.938
05/28/98 3,000 5.800
06/01/98 8,000 5.875
06/15/98 6,500 5.300
06/24/98 3,000 5.375
</TABLE>
(1) All transactions were effected on the Nasdaq National Market System
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7(a) Joint Filing Agreement
7(b) Letter from the Reporting Person to the Issuer dated July 6,
1998.
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SIGNATURE
After due inquiry, to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
Dated: July 9, 1998
PAR INVESTMENT PARTNERS, L.P.
By: PAR GROUP, L.P.
its general partner
By: PAR CAPITAL MANAGEMENT, INC.
its general partner
By: /s/ Frederick S. Downs, Jr., Vice President
-------------------------------------------
PAR GROUP, L.P.
By: PAR CAPITAL MANAGEMENT, INC.,
its general partner
By: /s/ Frederick S. Downs, Jr., Vice President
-------------------------------------------
PAR CAPITAL MANAGEMENT, INC.
By: /s/ Frederick S. Downs, Jr., Vice President
-------------------------------------------
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EXHIBIT 7(a)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Broadway Seymour, Inc. and further agree that
this agreement be included as an exhibit to such filing. Each party to the
agreement expressly authorizes each other party to file on its behalf any and
all amendments to such statement. Each party to this agreement agrees that this
joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this
Agreement to be executed on their behalf this 9th day of July, 1998.
PAR INVESTMENT PARTNERS, L.P.
By: PAR GROUP, L.P.
its general partner
By: PAR CAPITAL MANAGEMENT, INC.
its general partner
By: /s/ Frederick S. Downs, Jr., Vice President
-------------------------------------------
PAR GROUP, L.P.
By: PAR CAPITAL MANAGEMENT, INC.,
its general partner
By: /s/ Frederick S. Downs, Jr., Vice President
-------------------------------------------
PAR CAPITAL MANAGEMENT, INC.
By: /s/ Frederick S. Downs, Jr., Vice President
-------------------------------------------
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EXHIBIT 7(b)
LETTER FROM REPORTING PERSON TO THE ISSUER DATED JULY 6, 1998.
PAR CAPITAL MANAGEMENT, INC.
One Financial Center
Suite 1600
Boston, Massachusetts 02111
July 6, 1998
Mr. Alan Stanford
Chairman and Chief Executive Officer
Broadway & Seymour, Inc.
128 South Tryon St.
Charlotte, NC 28202
Dear Mr. Stanford,
As a significant shareholder in Broadway & Seymour, I continue to be frustrated
by the level of disclosure and the performance of management at Broadway &
Seymour. Recently I wrote to you and outlined three points: Charlotte has a
business model problem and should be sold, there should be full, accurate and
timely disclosure of material financial information to the shareholders, and the
board should develop tangible benchmarks for measuring the performance of
management. Because the progress has been so dismal from my viewpoint, I felt
compelled to contact you again.
Regarding Charlotte, I can only hope that you are seeking an acquirer for this
part of the business. My biggest fear is that you sell Elite and use the
proceeds to fund continuing losses at Charlotte. I consider this the worst
mistake you can make as a director, and as a significant shareholder, I would
consider this a significant breach of your fiduciary duty.
Regarding management's performance, I do not have many more data points by which
to make a judgement. One data point is that the stock closed last week at $6.00
versus the $7.50 it was trading at when I wrote to you in March.
Regarding financial disclosure, the company has taken a large step backward
since my previous letter. The first quarter conference call was held, and
management offered no forward financial guidance. When asked if that meant the
guidance from the previous call was still valid, management also refused to
comment. If management believes that existing guidance is inaccurate, this
information should be relayed as soon as it is known. If management believes
that existing guidance is accurate, then they should say so. If the policy is
going to be that no forward guidance is going to be given, then that policy
should be stated and approved. As best I can determine, management gave guidance
in February, wouldn't give guidance in May, but promised they would give
guidance again by the end of June. I hope you can see how inconsistent this is.
June has come and gone, and management has still not offered any financial
guidance. As a shareholder, I am faced with a management team that not only
refuses to tell me what their current expectations are for the business, but
also lies about when they will tell us about the current state of the business.
I believe that management is destroying shareholder value at an accelerating
rate, hiding the truth from shareholders, and you are failing in your jobs to
represent the shareholders in the oversight of senior management.
Sincerely,
/s/ Bart Epker
------------------
Arthur G. Epker III
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